<PAGE>
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934 (Amendment No. )
<TABLE>
<S> <C>
Filed by the Registrant / /
Filed by a Party other than the Registrant / /
Check the appropriate box:
/ / Preliminary Proxy Statement
/ / Confidential, for Use of the Commission Only (as permitted
by Rule 14a-6(e)(2))
/X/ Definitive Proxy Statement
/ / Definitive Additional Materials
/ / Soliciting Material Pursuant to Section240.14a-11(c) or
Section240.14a-12
G&K SERVICES, INC.
-----------------------------------------------------------------------
(Name of Registrant as Specified In Its Charter)
-----------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if other than the
Registrant)
</TABLE>
Payment of Filing Fee (Check the appropriate box):
<TABLE>
<S> <C> <C>
/X/ No fee required.
/ / Fee computed on table below per Exchange Act Rules 14a-6(i)(1)
and 0-11.
(1) Title of each class of securities to which transaction
applies:
----------------------------------------------------------
(2) Aggregate number of securities to which transaction
applies:
----------------------------------------------------------
(3) Per unit price or other underlying value of transaction
computed pursuant to Exchange Act Rule 0-11 (set forth the
amount on which the filing fee is calculated and state how
it was determined):
----------------------------------------------------------
(4) Proposed maximum aggregate value of transaction:
----------------------------------------------------------
(5) Total fee paid:
----------------------------------------------------------
/ / Fee paid previously with preliminary materials.
/ / Check box if any part of the fee is offset as provided by
Exchange Act Rule 0-11(a)(2) and identify the filing for which
the offsetting fee was paid previously. Identify the previous
filing by registration statement number, or the Form or
Schedule and the date of its filing.
(1) Amount Previously Paid:
----------------------------------------------------------
(2) Form, Schedule or Registration Statement No.:
----------------------------------------------------------
(3) Filing Party:
----------------------------------------------------------
(4) Date Filed:
----------------------------------------------------------
</TABLE>
<PAGE>
[LOGO]
G&K SERVICES, INC.
5995 Opus Parkway, Suite 500
Minneapolis, Minnesota 55343
------------------------
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
OCTOBER 26, 2000
---------------------
TO THE STOCKHOLDERS OF G&K SERVICES, INC.:
Please take notice that the Annual Meeting of Stockholders of G&K
Services, Inc. (the "Company") will be held, pursuant to due call by the Board
of Directors of the Company, at The Hilton Minneapolis & Towers, 1001 Marquette
Avenue South, Minneapolis, Minnesota, 55403, on Thursday, October 26, 2000, at
10:00 a.m. prevailing Minneapolis time, or at any adjournment or adjournments
thereof, for the purpose of considering and taking appropriate action with
respect to the following:
1. To elect eight directors;
2. To ratify the appointment of Arthur Andersen LLP, Certified Public
Accountants, as independent auditors of the Company for fiscal 2001;
3. To transact any other business as may properly come before the meeting
or any adjournments thereof.
Pursuant to due action of the Board of Directors, stockholders of record on
September 14, 2000, will be entitled to vote at the meeting or any adjournments
thereof.
A PROXY FOR THE MEETING IS ENCLOSED HEREWITH. YOU ARE REQUESTED TO FILL IN
AND SIGN THE PROXY, WHICH IS SOLICITED BY THE BOARD OF DIRECTORS, AND MAIL IT
PROMPTLY IN THE ENCLOSED ENVELOPE.
By Order of the Board of Directors
G&K SERVICES, INC.
[SIGNATURE]
Jeffrey L. Wright, SECRETARY
September 22, 2000
<PAGE>
PROXY STATEMENT
OF
G&K SERVICES, INC.
5995 OPUS PARKWAY, SUITE 500
MINNEAPOLIS, MINNESOTA 55343
------------------------
ANNUAL MEETING OF STOCKHOLDERS TO BE HELD
OCTOBER 26, 2000
---------------------
PROXIES AND VOTING
This Proxy Statement is furnished in connection with the solicitation of
proxies by the Board of Directors of G&K Services, Inc. (the "Company") to be
used at the Annual Meeting of Stockholders of the Company to be held
October 26, 2000. The approximate date on which this Proxy Statement and the
accompanying proxy were first sent or given to stockholders was September 22,
2000. Each stockholder who signs and returns a proxy in the form enclosed with
this Proxy Statement may revoke the same at any time prior to its use by giving
notice of such revocation to the Company in writing, in open meeting or by
executing and delivering a new proxy to the Secretary of the Company. Unless so
revoked, the shares represented by each proxy will be voted at the meeting and
at any adjournments thereof. Presence at the meeting of a stockholder who has
signed a proxy does not, alone, revoke that proxy. Only stockholders of record
at the close of business on September 14, 2000 (the "Record Date") will be
entitled to vote at the meeting or any adjournments thereof. All shares which
are entitled to vote and are represented at the Annual Meeting by properly
executed proxies received prior to or at the Meeting, and not revoked, will be
voted at the Meeting in accordance with the instructions indicated on such
proxies.
VOTING SECURITIES AND PRINCIPAL HOLDERS THEREOF
The Company has outstanding two classes of voting securities, Class A Common
Stock, $0.50 par value, and Class B Common Stock, $0.50 par value, of which
19,066,372 shares of Class A Common Stock and 1,474,996 shares of Class B Common
Stock were outstanding as of the close of business on the Record Date. Each
share of Class A Common Stock is entitled to one vote and each share of Class B
Common Stock is entitled to ten votes on all matters put to a vote of
stockholders.
The following table sets forth, as of the Record Date, certain information
with regard to the beneficial ownership of the Company's Class A and Class B
Common Stock and the voting power resulting from the ownership of such stock by
(i) all persons known by the Company to be the owner, of record or beneficially,
of more than 5% of the outstanding Class A or Class B Common Stock of the
Company, (ii) each of the directors and nominees for election to the Board of
Directors of the Company, (iii) each executive officer named in the Summary
Compensation Table, and (iv) all executive officers and directors
1
<PAGE>
as a group, inclusive of each Named Executive Officer and without regard to
whether such persons are also reporting persons for purposes of Section 16(a) of
the Securities Exchange Act of 1934, as amended (the "Exchange Act"). Unless
otherwise indicated, the address of each of the following persons is 5995 Opus
Parkway, Suite 500, Minneapolis, Minnesota 55343.
<TABLE>
<CAPTION>
CLASS A COMMON STOCK(2) CLASS B COMMON STOCK
------------------------ ----------------------- PERCENT OF
NUMBER OF PERCENT NUMBER PERCENT VOTING
NAME OF BENEFICIAL OWNER(1) SHARES OF CLASS OF SHARES OF CLASS POWER(3)
--------------------------- --------- -------- --------- -------- ----------
<S> <C> <C> <C> <C> <C>
Bruce G. Allbright(4)(6).................. 30,282 * -- -- *
Paul Baszucki(4)(6)....................... 7,000 * -- -- *
Richard Fink(4)(5)........................ 279,800 1.47 1,315,135 89.16 39.72
Wayne M. Fortun(4)(6)..................... 7,155 * -- -- *
Donald W. Goldfus(4)(6)................... 10,750 * -- -- *
William Hope(4)(7)........................ 60,677 * -- -- *
Thomas Moberly(4)(8)...................... 51,598 * -- -- *
Bernard Sweet(4)(6)....................... 22,705 * -- -- *
Robert Wood............................... 9,958 * -- -- *
Jeffrey L. Wright(9)...................... 7,121 * -- -- *
D. R. Verdoorn(10)........................ 0 0 -- -- 0
All executive officers, directors and
director nominees as a group
(11 persons)(11).......................... 487,046 2.55 1,315,135 89.16 40.29
Wellington Management Company, LLP(12)
Wellington Trust Company, NA
75 State Street
Boston, MA 02109........................ 1,086,300 5.70 -- -- 3.21
Lord, Abbett & Co.(12)
90 Hudson Street
Jersey City, NJ 07302................... 1,306,275 6.85 -- -- 3.86
Fiduciary Management, Inc.(12)
2225 East Mason Street, Suite 700
Milwaukee, WI 53202-3600................ 1,016,020 5.33 -- -- 3.00
</TABLE>
------------------------
* Less than 1%.
(1) Unless otherwise noted, each person or group identified possesses sole
voting and investment power with respect to the shares shown opposite the
name of such person or group.
(2) Does not include shares of Class A Common Stock which may be acquired by
holders of Class B Common Stock upon conversion of their shares of Class B
Common Stock, at any time, on the basis of one share of Class A Common
Stock for each share of Class B Common Stock converted.
------------------------
(FOOTNOTES CONTINUED ON NEXT PAGE)
2
<PAGE>
(FOOTNOTES CONTINUED FROM PREVIOUS PAGE)
(3) Holders of Class B Common Stock are entitled to ten votes for each share on
all matters submitted to a vote of stockholders. Holders of Class A Common
Stock are entitled to one vote per share on all matters submitted to a vote
of stockholders.
(4) Each of these persons is currently a director and nominee for election to
the Board of Directors of the Company, except for Bruce G. Allbright who is
not standing for re-election. Messrs. Fink and Moberly are also executive
officers of the Company.
(5) Includes 116,130 shares held by Richard Fink as co-trustee for the benefit
of one of his children, 6,656 shares owned by a private foundation with
respect to which Mr. Fink has shared voting power and 8,700 shares held by
Mr. Fink's spouse. Mr. Fink's share ownership is based upon the most recent
Form 13-G on file with the SEC.
(6) Includes 6,000 shares subject to options which are exercisable within the
next 60 days.
(7) Includes 1,000 shares subject to options which are exercisable within the
next 60 days.
(8) Includes 618 shares subject to options which are exercisable within the
next 60 days, 250 shares held as joint tenant with his spouse, 516 shares
held as guardian for his minor children and 1,000 shares held by
Mr. Moberly's spouse.
(9) Includes 2,500 shares subject to options which are exercisable within the
next 60 days.
(10) Mr. Verdoorn is a director nominee of the Company.
(11) Includes 31,759 shares subject to options which are exercisable within the
next 60 days.
(12) Based solely upon the most recent Form 13-F on file with the SEC.
The foregoing footnotes are provided for informational purposes only and
each person disclaims beneficial ownership of shares owned by any member of his
or her family or held in trust for any other person, including family members.
On June 14, 1985, Richard Fink, Chairman of the Board of the Company and
certain other persons who are no longer holders of Class B Common Stock entered
into a Stockholder Agreement with the Company. This Stockholder Agreement
presently covers 1,315,135 shares of Class B Common Stock, representing
approximately 89.2% of the outstanding shares of the Class B Common Stock. The
Stockholder Agreement provides for restrictions on the transferability of the
Class B Common Stock, in addition to certain restrictions contained in the
Company's Restated Articles of Incorporation. The shares of Class B Common Stock
were acquired pursuant to an exchange offer made by the Company in May 1985. The
shares of Class B Common Stock owned by Mr. Fink represent substantial voting
control of the Company.
3
<PAGE>
ELECTION OF DIRECTORS
The Board of Directors of the Company presently consists of eight persons,
including Bruce G. Allbright, who has decided not to pursue re-election. The
other seven individuals currently serving as directors of the Company, each of
which is listed below, have been nominated by the Board of Directors to serve as
directors of the Company, along with D.R. Verdoorn who has been nominated to
replace Mr. Allbright as a director of the Company. If elected, each such
nominee has consented to serve as a director, to hold office until the next
Annual Meeting of Stockholders, or until his successor is elected and qualified.
<TABLE>
<CAPTION>
NAME AND AGE OF PRINCIPAL OCCUPATION, BUSINESS EXPERIENCE PAST DIRECTOR
DIRECTOR / NOMINEE FIVE YEARS AND DIRECTORSHIPS IN PUBLIC COMPANIES SINCE
------------------ ------------------------------------------------------------ --------
<S> <C> <C>
DIRECTOR NOMINEES:
Paul Baszucki (60) Chief Executive Officer of Norstan, Inc. since December 1994
1999, and Chairman of the Board of Directors of Norstan,
Inc. since May 1997. Mr. Baszucki also served as Chief
Executive Officer of that company from 1986 until May 1997.
Mr. Baszucki is also a director and a member of the
Compensation Committee of WSI Industries, Inc.
Richard Fink (70) Chairman of the Board of the Company. Mr. Fink was also 1968
Chief Executive Officer of the Company until January 1997.
Wayne M. Fortun (51) President, Chief Executive Officer, Chief Operating Officer 1994
and a director of Hutchinson Technology Inc.
Donald W. Goldfus (66) Retired since June 1999. Formerly the Chairman of the Board 1989
of Directors of Apogee Enterprises, Inc. Mr. Goldfus
continues as a director of Apogee Enterprises, Inc. and also
served as Chief Executive Officer of that company from 1986
until January 1998.
William Hope (67) Retired since January 1999. Formerly the Chief Executive 1983
Officer of the Company from January 1997 until January 1999.
From 1993 to 1997, Mr. Hope served as President and Chief
Operating Officer of the Company. Mr. Hope is also a
director of Minntech Corporation and is serving as the
Chairman and Interim Chief Executive Officer of that
company.
Thomas Moberly (52) Chief Executive Officer since January 1999. President since 1998
September 1997. Chief Operating Officer of the Company from
September 1997 to January 1999. From 1993 to 1997, Mr.
Moberly served as Executive Vice President of the Company.
Prior thereto, Mr. Moberly was a Regional Manager of the
Company.
Bernard Sweet (76) Retired since 1985, formerly President and Chief Executive 1975
Officer of Republic Airlines, Inc.
</TABLE>
4
<PAGE>
<TABLE>
<CAPTION>
NAME AND AGE OF PRINCIPAL OCCUPATION, BUSINESS EXPERIENCE PAST DIRECTOR
DIRECTOR / NOMINEE FIVE YEARS AND DIRECTORSHIPS IN PUBLIC COMPANIES SINCE
------------------ ------------------------------------------------------------ --------
<S> <C> <C>
D. R. Verdoorn (61) Chief Executive Officer of C.H. Robinson Worldwide, Inc. and N/A
its predecessor since 1977, and also served as President of
such corporation from 1977 until 1999. Mr. Verdoorn has
served on the Board of Directors of such corporation since
1975, and has served as Chairman since 1977. Mr. Verdoorn
has served on the Boards of Directors for United Fresh Fruit
and Vegetable Association and the Produce Marketing
Association.
DIRECTOR NOT SEEKING REELECTION:
Bruce G. Allbright (71) Retired since January 1990, formerly President of Dayton 1985
Hudson Corporation. Prior thereto, Mr. Allbright was
Chairman and Chief Executive Officer of Target Stores, a
Division of Dayton Hudson Corporation.
</TABLE>
All shares represented by proxies will be voted FOR the election of the
foregoing nominees unless a contrary choice is specified. If any nominee should
withdraw or otherwise become unavailable for reasons not presently known, the
proxies which would have otherwise been voted for such nominee will be voted for
such substitute nominee as may be selected by the Board of Directors.
The affirmative vote of the holders of the greater of (a) a majority of the
outstanding shares of Class A and Class B Common Stock present and entitled to
vote on the election of directors or (b) a majority of the voting power of the
minimum number of shares entitled to vote that would constitute a quorum for
transaction of business at the meeting, is required for election to the Board of
each of the eight (8) nominees named above. A stockholder who abstains with
respect to the election of directors is considered to be present and entitled to
vote on the election of directors at the meeting, and is in effect casting a
negative vote, but a stockholder (including a broker) who does not give
authority to a proxy to vote, or withholds authority to vote on the election of
directors, shall not be considered present and entitled to vote on the election
of directors.
THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT YOU VOTE FOR ALL OF THE
NOMINEES LISTED ABOVE.
5
<PAGE>
EXECUTIVE COMPENSATION
The following table sets forth the cash and noncash compensation for each of
the last three fiscal years awarded to or earned by the Chief Executive Officer
of the Company and the three other most highly compensated executive officers of
the Company who have served as executive officers during the fiscal year ended
July 1, 2000 (the "Named Executive Officers").
SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
LONG-TERM
ANNUAL COMPENSATION COMPENSATION--AWARDS
---------------------------------- --------------------------
OTHER ANNUAL RESTRICTED SECURITIES ALL OTHER
FISCAL SALARY BONUS COMPENSATION STOCK UNDERLYING COMPENSATION
NAME AND PRINCIPAL POSITION YEAR ($)(1) ($) ($)(2) AWARDS ($)(3) OPTIONS(#) ($)(4)
--------------------------- -------- -------- -------- ------------ ------------- ---------- ------------
<S> <C> <C> <C> <C> <C> <C> <C>
Richard Fink 2000 367,538 0 66,369 -- 16,579 30,101
Chairman of the Board 1999 354,000 0 55,915 -- 3,850 30,615
1998 354,000 30,975 54,909 -- -- 24,018
Thomas Moberly 2000 395,000 0 21,653 -- 16,891 23,164
President and Chief 1999 311,154 0 14,654 -- 2,880 18,396
Executive Officer 1998 232,693 26,500 28,306 -- 2,160 13,465
Jeffrey L. Wright(5) 2000 176,539 0 5,344 80,672 11,540 5,326
Chief Financial Officer, 1999 61,539 25,000 2,227 69,347 7,500 46
Treasurer & Secretary
Robert Wood(6) 2000 149,004 0 6,745 150,007 14,060 25,594
Executive Vice President
</TABLE>
------------------------
(1) Includes cash compensation deferred at the election of the executive officer
under the terms of the Company's 401(k) Savings Incentive Plan and the
Executive Deferred Compensation Plan.
(2) Includes compensation relating to reimbursement for the payment of taxes
resulting from the vesting of restricted stock awards, personal use of
company car and country club dues.
(3) Amounts shown in this column reflect the dollar value (net of any
consideration paid by the named executive officer) of awards of restricted
stock as of the date such awards were granted, calculated by multiplying the
closing market price of unrestricted Class A Common Stock of the registrant
on the Nasdaq National Market on the date of grant by the number of shares
awarded. As of July 1, 2000, the Named Executive Officers held the following
as a result of grants under the 1989 Stock Option and Compensation Plan
and/or the 1998 Stock Option and Compensation Plan: Mr. Fink held 4,374
restricted shares at a market value (net of any consideration paid by
Mr. Fink) of $109,623; Mr. Moberly held 3,380 restricted shares at a market
value (net of any consideration paid by Mr. Moberly) of $84,711; Mr. Wright
held 3,821 restricted shares at a market value (net of any consideration
paid by Mr. Wright) of $95,763; and Mr. Wood held 9,057 restricted shares at
a market value (net of any consideration paid by Mr. Wood) of $226,991.
Restricted stock awards vest in seven equal annual installments beginning on
the first anniversary of the date of grant. Regular dividends are paid on
the restricted shares. The Company has agreed to make certain payments to
the recipients
------------------------
(FOOTNOTES CONTINUED ON NEXT PAGE)
6
<PAGE>
(FOOTNOTES CONTINUED FROM PREVIOUS PAGE)
of restricted stock to cover the taxes payable by such persons upon the
vesting of such shares. See footnote 2 above.
(4) Represents matching contributions by the Company under the Company's 401(k)
Savings Incentive Plan and the Executive Deferred Compensation Plan and
payment by the Company of term life insurance premiums.
(5) Mr. Wright was designated an executive officer of the Company effective
February 8, 1999.
(6) Mr. Wood was designated an executive officer of the Company effective
May 11, 2000.
OPTION GRANTS IN LAST FISCAL YEAR
The following table sets forth the number of individual grants of stock
options made during fiscal year 2000 to the Named Executive Officers:
<TABLE>
<CAPTION>
POTENTIAL REALIZABLE VALUE AT
ASSUMED ANNUAL RATES OF
STOCK PRICE APPRECIATION FOR
INDIVIDUAL GRANTS OPTION TERM
--------------------------------------------------------------- -----------------------------
PERCENT OF TOTAL
NUMBER OF SHARES OPTIONS
UNDERLYING GRANTED TO EXERCISE OR
OPTIONS EMPLOYEES IN BASE PRICE EXPIRATION
NAME GRANTED(#) FISCAL YEAR (%) ($/SHARE)(1) DATE 5%($)(4) 10%($)(4)
---- ---------------- ---------------- ------------ ---------- ------------- -------------
<S> <C> <C> <C> <C> <C> <C>
Richard M. Fink 4,259(2) 1.7 41.56 09/01/09 111,323.59 282,115.82
12,500(3) 6.0 25.00 05/25/10 196,529.57 498,044.52
Thomas Moberly 4,391(2) 1.8 41.56 09/01/09 114,773.86 290,859.49
12,500(3) 6.0 25.00 05/25/10 196,529.57 498,044.52
Jeffrey L. Wright 1,540(2) 0.6 41.56 09/01/09 40,253.19 102,009.48
10,000(3) 5.0 25.00 05/25/10 157,223.66 398,435.62
Robert Wood 1,560(2) 0.6 41.56 09/01/09 40,775.96 103,334.28
12,500(3) 6.0 25.00 05/25/10 196,529.57 498,044.52
</TABLE>
------------------------
(1) Amount represents the fair market value of the Company's Common Stock on the
date of grant.
(2) Options were issued on September 1, 1999, and vest on September 1, 2002.
(3) Options were issued on May 25, 2000, and vest in equal installments over
three years beginning on the first anniversary of the grant date.
(4) The hypothetical potential appreciation shown in these columns for the named
executive is required by rules of the SEC. These amounts do not represent
either the historical or anticipated future performance of the Company's
common stock price appreciation.
7
<PAGE>
AGGREGATED OPTION EXERCISES IN LAST FISCAL YEAR
AND FISCAL YEAR-END OPTION VALUES
The following table sets forth information as to the exercise of options and
number and value of unexercised options at fiscal year-end for each of the Named
Executive Officers who owned options during fiscal 2000:
<TABLE>
<CAPTION>
NUMBER OF SECURITIES VALUE OF UNEXERCISED
UNDERLYING UNEXERCISED IN-THE-MONEY
SHARES ACQUIRED VALUE OPTIONS AT 7/01/00 (#) OPTIONS AT 7/01/00 ($)
NAME ON EXERCISE (#) REALIZED ($) EXERCISABLE/UNEXERCISABLE EXERCISABLE/UNEXERCISABLE
---- --------------- ------------ ------------------------- -------------------------
<S> <C> <C> <C> <C>
Richard M. Fink(2) -0- N/A -0-/3,850 -0-/-0-
Richard M. Fink(4) -0- N/A -0-/4,259 -0-/-0-
Richard M. Fink(5) -0- N/A -0-/12,500 -0-/788
Thomas Moberly(1) -0- N/A 617/1,543 -0-/-0-
Thomas Moberly(2) -0- N/A -0-/2,880 -0-/-0-
Thomas Moberly(4) -0- N/A -0-/4,391 -0-/-0-
Thomas Moberly(5) -0- N/A -0-/12,500 -0-/788
Jeffrey L. Wright(3) -0- N/A 2,500/5,000 -0-/-0-
Jeffrey L. Wright(4) -0- N/A -0-/1,540 -0-/-0-
Jeffrey L. Wright(5) -0- N/A -0-/10,000 -0-/630
Robert Wood(2) -0- N/A -0-/1,410 -0-/-0-
Robert Wood(4) -0- N/A -0-/1,560 -0-/-0-
Robert Wood(5) -0- N/A -0-/12,500 -0-/788
</TABLE>
------------------------
(1) Options were granted on January 2, 1998 at an exercise price of $41.88 per
share. The closing sale price of the Class A Common Stock on July 1, 2000
was $25.0625.
(2) Options were granted on September 1, 1998 at an exercise price of $46.00 per
share. The closing sale price of the Class A Common Stock on July 1, 2000
was $25.0625.
(3) Options were granted on February 8, 1999 at an exercise price of $53.34 per
share. The closing sale price of the Class A Common Stock on July 1, 2000
was $25.0625.
(4) Options were granted on September 1, 1999 at an exercise price of $41.56 per
share. The closing sale price of the Class A Common Stock on July 1, 2000
was $25.0625.
(5) Options were granted on May 25, 2000 at an exercise price of $25.00 per
share. The closing sale price of the Class A Common Stock on July 1, 2000
was $25.0625.
8
<PAGE>
PENSION PLAN TABLE
<TABLE>
<CAPTION>
YEARS OF SERVICE
----------------------------------------------------
REMUNERATION 15 20 25 30 35
------------ -------- -------- -------- -------- --------
<S> <C> <C> <C> <C> <C>
$125,000 $ 31,250 $ 41,666 $ 52,083 $ 62,500 $ 62,500
150,000 37,500 50,000 62,500 75,000 75,000
175,000 43,750 58,333 72,917 87,500 87,500
200,000 50,000 66,667 83,333 100,000 100,000
225,000 56,250 75,000 93,750 112,500 112,500
250,000 62,500 83,333 104,167 125,000 125,000
300,000 75,000 100,000 125,000 150,000 150,000
350,000 87,500 116,667 145,833 175,000 175,000
400,000 100,000 133,333 166,667 200,000 200,000
450,000 112,500 150,000 187,500 225,000 225,000
</TABLE>
The table above sets forth the estimated annual straight life annuity
benefits payable upon an executive's retirement at age 65 under both the
Company's Pension Plan and its Supplemental Executive Retirement Plan, for
various compensation and years of service categories, without any reduction for
Social Security benefits. These plans take into account the average annual
salary and bonus shown in the Summary Compensation Table, paid during the five
consecutive calendar years in which such amounts were highest (within the past
10 years). The number of years of service credited for Messrs. Fink, Moberly,
Wright and Wood as of July 1, 2000 were 35 years, 26 years, 1 year and 4 years,
respectively.
EMPLOYMENT AGREEMENTS
The Company has an employment agreement with Mr. Moberly that is for an
indefinite term. The agreement will terminate upon the death, disability or
retirement of Mr. Moberly and provides that employment may be terminated at any
time by the Company or by the employee. Mr. Moberly also covenants and agrees
that for a period of eighteen (18) months following the date his employment with
the Company terminates, he will not (i) compete against the Company,
(ii) obtain any ownership interest in any competitor or become employed by any
competitor, (iii) encourage any employees of the Company to violate the terms of
their employment contracts with the Company or (iv) attempt to take away any
customers of the Company. Mr. Moberly also agrees not to disclose any
confidential Company information at any time before or after termination of his
employment with the Company.
CHANGE IN CONTROL AGREEMENTS
The Company has entered into change of control agreements with each of
Messrs. Fink, Moberly, Wright and Wood. Each agreement provides that upon a
Change in Control, as defined in 1989 Stock Option and Compensation Plan and/or
the 1998 Stock Option and Compensation Plan (together the "Plans"), (i) the
restrictions on all shares of restricted stock awards shall lapse immediately;
(ii) all outstanding options and stock appreciation rights shall become
immediately exerciseable; and (iii) all performance shares shall be deemed to
have been met and payment made immediately.
9
<PAGE>
DIRECTOR COMPENSATION
The Company pays each director who is not otherwise employed by the Company
an annual fee of $14,000 and $1,000 for each meeting of the Board of Directors
and $500 for each committee meeting of the Board of Directors attended.
In addition, eligible directors also participate in the 1996 Director Stock
Option Plan (the "1996 Plan") which provides for an annual grant to non-employee
directors of options to purchase 1,000 shares at an option exercise price equal
to the average of the closing prices of the Company's Common Stock during the
ten business days preceding the Company's Annual Meeting for a given year. Each
such option has a ten-year term and generally becomes exercisable on the first
anniversary of the grant date. In connection with the original adoption of the
1996 Plan, each of Messrs. Allbright, Baszucki, Fortun, Goldfus and Sweet
received a one-time grant of options to purchase 3,000 shares of Common Stock.
Those options have ten-year terms and vest in three equal installments on each
of the first, second and third anniversaries of the grant date.
10
<PAGE>
STOCK PERFORMANCE GRAPH
The following graph summarizes the cumulative five-year return on $100
invested in the Company's common stock, the Standard and Poor's ("S&P") 500
Stock Index and a nationally recognized group of companies in the uniform
services industry (the "Peer Index"). The companies included in the Peer Index
are Angelica Corporation, Cintas Corporation, G&K Services, Inc. and Unifirst
Corporation.
The graph illustrates the cumulative values at the end of each succeeding
year resulting from the change in the stock price, assuming dividend
reinvestment.
COMPARISON OF 5 YEAR CUMULATIVE TOTAL RETURN*
AMONG G&K SERVICES, INC., THE S&P 500 INDEX
AND A PEER GROUP
EDGAR REPRESENTATION OF DATA POINTS USED IN PRINTED GRAPHIC
<TABLE>
<CAPTION>
CUMULATIVE TOTAL RETURN
<S> <C> <C> <C> <C> <C> <C>
7/1/95 6/29/96 6/28/97 6/27/98 6/26/99 7/1/00
G&K SERVICES, INC. 100.00 146.56 190.69 222.00 254.00 129.91
S & P 500 100.00 126.00 169.73 220.92 271.19 290.85
PEER GROUP 100.00 146.66 180.93 256.62 293.33 249.85
</TABLE>
* $100 INVESTED ON 7/1/95 IN STOCK OR INDEX--INCLUDING REINVESTMENT OF
DIVIDENDS. FISCAL YEAR ENDING JULY 1.
11
<PAGE>
PROPOSAL TO RATIFY THE APPOINTMENT OF INDEPENDENT AUDITORS
Subject to ratification by the stockholders, the Board of directors has
appointed Arthur Andersen LLP as independent auditors of the Company for the
fiscal year 2001. Arthur Andersen has performed this function for the Company
commencing with the fiscal year 1976. Members of Arthur Andersen will be
available at the Annual Meeting of Stockholders to answer questions and to make
a statement if they desire to do so.
THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT YOU VOTE FOR RATIFICATION
OF THE APPOINTMENT OF AUDITORS.
OTHER MATTERS
BOARD OF DIRECTORS AND COMMITTEES
The Board of Directors held seven meetings during fiscal 2000. The Company
has an Audit Committee and a Compensation Committee, but does not have a
Nominating Committee of the Board of Directors. No director attended fewer than
75 percent of the aggregate number of meetings of the Board of Directors and the
committees of the Board on which he served.
The Company's Audit Committee, which presently consists of Messrs. Bruce G.
Allbright, Paul Baszucki and Chairman Bernard Sweet, held three meetings during
fiscal 2000. The Audit Committee recommends to the full Board the engagement of
the independent accountants, reviews the audit plan and results of the audit
engagement, reviews the independence of the auditors, reviews the internal audit
plan and results of their audit and reviews the adequacy of the Company's system
of internal accounting controls. The report of the Audit Committee is set forth
below. The Audit Committee Charter appears as Appendix A to this Proxy
Statement.
The Company's Compensation Committee, which consists of Messrs. Wayne M.
Fortun, Chairman Donald W. Goldfus and William Hope, held two meetings during
fiscal 2000. The Compensation Committee reviews the Company's remuneration
policies and practices and makes recommendations to the Board in connection with
all compensation matters affecting the Company.
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION.
The Company's Compensation Committee is comprised of Wayne M. Fortun,
Chairman Donald W. Goldfus and William Hope.
REPORT OF THE AUDIT COMMITTEE
The Company has established a three-member audit committee within the Board
of Directors which currently consists of Messrs. Bruce G. Allbright, Paul
Baszucki and Chairman Bernard Sweet. The primary functions of the Audit
Committee are (i) to serve an as independent and objective party to monitor the
Company's financial reporting process and internal control system, (ii) to
review and appraise the audit efforts of the Company's independent accountants
and internal audit department, and (iii) to provide an open avenue of
communication among the independent accountants, financial and senior
management, the internal audit department, and the Board of Directors.
The Board of Directors has determined that each of the three audit committee
members is an "independent director", as such term is defined by
Section 4200(a)(13) of the National Association of
12
<PAGE>
Securities Dealers' listing standards. The Board of Directors has also
determined that each of the audit committee members is able to read and
understand fundamental financial statements and that at least one member of the
audit committee has past employment experience in finance or accounting. The
Board of Directors has reviewed, assessed the adequacy of, and approved a
written audit committee charter, which charter is set forth on Appendix A to
this Proxy Statement.
The Audit Committee has reviewed the Company's audited financial statements
for the last fiscal year and discussed them with management.
The Audit Committee has discussed with the independent auditors the matters
required to be discussed by Statement on Auditing Standards No. 61,
COMMUNICATION WITH AUDIT COMMITTEES, as amended, by the Auditing Standards Board
of the American Institute of Certified Public Accountants.
We have received and reviewed the written disclosures and the letter from
the independent auditors required by independence Standard No. 1, INDEPENDENCE
DISCUSSIONS WITH AUDIT COMMITTEES, as amended, by the Independence Standards
Board, and have discussed with the auditors the auditors' independence.
The Audit Committee, based on the review and discussions described above,
has recommended to the Board of Directors that the audited financial statements
be included in the Company's Annual Report on Form 10-K for the last fiscal
year.
BRUCE ALLBRIGHT
PAUL BASZUCKI
BERNARD SWEET
BOARD COMPENSATION COMMITTEE REPORT ON EXECUTIVE COMPENSATION.
Decisions on compensation of the Company's executive officers generally have
been made by the Compensation Committee (the "Compensation Committee") of the
Board. Each member of the Compensation Committee is a non-employee director. The
members of the Compensation Committee are Wayne M. Fortun, Chairman Donald W.
Goldfus and William M. Hope.
All decisions by the Compensation Committee relating to the compensation of
the Company's executive officers are reviewed by the full Board. Pursuant to
rules designed to enhance disclosure of the Company's policies toward executive
compensation, set forth below is a report prepared by the Board of Directors
addressing the Company's compensation policies for the fiscal year ended
July 1, 2000 as they affected the Company's executive officers.
The Compensation Committee's executive compensation policies are designed to
provide competitive levels of compensation that integrate pay with the Company's
annual objectives and long-term goals, reward above average corporate
performance, recognize individual initiative and achievements, and assist the
Company in attracting and retaining qualified executives. Executive compensation
is set at levels that the Compensation Committee believes to be competitive with
those offered by employers of comparable size, growth and profitability in the
Company's industry.
There are three elements in the Company's executive compensation program,
each of which is determined by individual and corporate performance: base salary
compensation, annual incentive compensation and long-term incentive
compensation.
13
<PAGE>
Base salary compensation is determined by the potential impact the
individual may have on the Company, the skills and experience required by the
job, comparisons with comparable companies and the performance and potential of
the incumbent in the job.
For fiscal 2000, the Named Executive Officers of the Company, together with
certain other vice presidents and regional vice presidents, were eligible to
receive an annual incentive bonus. The Compensation Committee established a
target bonus for each executive officer expressed as a percentage of base
salary. These percentages varied by executive officer, ranging from 30% to a
high of 40%. Under certain circumstances, which included attaining certain
financial thresholds predetermined by the Compensation Committee, the executive
officers were entitled to receive up to 150% of such target bonus percentage.
The bonus program identified four key performance measures, although the
Compensation Committee retained discretion in considering additional factors in
awarding bonuses. The four key performance measures included operating income
gain, weekly rental revenue gain, customer satisfaction and employee
satisfaction. Each element of the incentive compensation program is weighted
equally. In the case of operating income and weekly revenue gain, bonus credit
is based on meeting operating forecasts approved by the Board of Directors of
the Company. In the case of customer and employee satisfaction, bonus credit is
based on independent customer surveys and Company-wide employee sensing ratings,
including surveys, exit interviews and employee turnover rates. The Compensation
Committee did not award any annual incentive bonuses to the Named Executive
Officers for fiscal 2000.
Long-term incentive compensation, pursuant to the Company's Plans, to the
Chief Executive Officer, as well as other executive officers of the Company, is
designed to integrate compensation with the Company's annual objectives and
long-term goals, reward above-average corporate performance, recognize
individual initiative and achievements, assist in the retention of executives
and align the long-term interests of management with those of the Company's
shareholders. The Compensation Committee makes recommendations to the Board
regarding the granting of restricted stock awards and stock option grants to
executives and key personnel. Awards vest and options become exercisable based
upon criteria established by the Company.
During fiscal 2000, the Compensation Committee made awards of restricted
stock to Mr. Jeffrey L. Wright, Chief Financial Officer, Treasurer and
Secretary, and Mr. Robert Wood, Executive Vice President, in the amount of 2,521
shares and 5,543 shares, respectively. On September 1, 1999, the Compensation
Committee made awards of non-qualified stock options to certain of the Company's
executive officers as follows: Mr. Richard Fink, Chairman of the Board--4,259
shares; Mr. Thomas Moberly, President and Chief Executive Officer--4,391 shares;
Mr. Wright--1,540 shares; and Mr. Wood--1,560. On May 25, 2000, the Compensation
Committee made additional awards of non-qualified stock options to certain of
the Company's executive officers as follows: Mr. Fink, Mr. Moberly and Mr. Wood
were each granted an option to purchase 12,500 shares; and Mr. Wright was
granted an option to purchase 10,000 shares. All options granted on
September 1, 1999 have an exercise price equal to $41.5625 per share, the fair
market value of the Common Stock on the grant date, and vest on September 1,
2002. All options granted on May 25, 2000 have an exercise price equal to $25.00
per share, the fair market value of the Common Stock on the grant date, and vest
in equal installments over three years beginning on the first anniversary of the
grant date. The Compensation Committee also recommended that stock options be
granted to certain other non-executive officers of the Company.
In fiscal 2000, Mr. Moberly, President and Chief Executive Officer, received
a base salary of $395,000. Mr. Moberly was eligible for an annual incentive
bonus of approximately forty percent (40%) of his base salary, but did not
receive any incentive bonus for fiscal 2000. In 1997, Mr. Moberly received a
restricted
14
<PAGE>
stock award of 4,732 shares. The award vests in seven equal annual installments,
and 676 shares vested in 2000. Mr. Moberly received a bonus in 2000 in the
amount of approximately $16,600 to cover taxes due on the value of the
restricted shares which vested in 2000. As noted above, Mr. Moberly was also
granted an option to acquire 4,391 shares of the Company's common stock at an
exercise price of $41.5625, which vests on September 1, 2002, and an option to
acquire 12,500 shares of the Company's common stock at an exercise price of
$25.00, which vests in equal installments over three years beginning on the
first anniversary of the grant date.
The Compensation Committee does not anticipate that any of the compensation
payable to executive officers of the Company in the coming year will exceed the
limits and deductibilities set forth in section 162(m) of the Internal Revenue
Code of 1986, as amended. The Compensation Committee has not established a
policy regarding compensation in excess of these limits, but will continue to
monitor this issue.
WAYNE M. FORTUN
DONALD GOLDFUS
WILLIAM M. HOPE
CERTAIN TRANSACTIONS
The Company loaned Thomas Moberly, President and Chief Executive Officer of
the Company, $200,000 in connection with his purchase of a residence in
April 1994. This loan is evidenced by a promissory note which accrues interest
at the rate of 7% per year from August 1, 1999 and thereafter and requires no
payments until August 1, 1999. In July 1999, Mr. Moberly repaid the loan in full
to the Company.
The Company and Norstan, Inc., a Minnesota corporation of which Mr. Paul
Baszucki serves as Chief Executive Officer and Chairman of the Board of
Directors, have entered into an Information Technology Strategic Planning and
Support Agreement dated as of July 29, 1999, and a Services Agreement dated as
of August 2, 1999. In fiscal 2000, the Company paid an aggregate of $190,023 to
Norstan, Inc. in exchange for technology-related consulting and other
professional services pursuant to these agreements.
SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
Section 16(a) of the Exchange Act requires the Company's officers and
directors, and persons who own more than ten percent of a registered class of
the Company's equity securities, to file reports of ownership and changes in
ownership with the SEC and the Nasdaq National Market. Officers, directors and
greater-than-ten-percent shareholders are required by SEC regulations to furnish
the Company with copies of all Section 16(a) forms they file.
A Form 3 for Robert Wood, which was due on May 25, 2000, is currently in
process but has not yet been filed with the SEC. Based solely on review of the
copies of such forms furnished to the Company, or written representations that
no Forms 5 were required, the Company believes that during the fiscal year ended
July 1, 2000, its officers, directors and greater-than-ten-percent beneficial
owners complied with all applicable Section 16(a) filing requirements, except as
stated above.
15
<PAGE>
PROPOSALS OF STOCKHOLDERS
All proposals of stockholders intended to be included in the 2001 Proxy
Statement of the Company and presented at the 2001 Annual Meeting of
Stockholders of the Company must be received by the Company at its executive
offices on or before May 25, 2001.
DISCRETIONARY PROXY VOTING AUTHORITY/UNTIMELY STOCKHOLDER PROPOSALS
Rule 14a-4 promulgated under the Securities and Exchange Act of 1934 governs
the Company's use of its discretionary proxy voting authority with respect to a
shareholder proposal which the shareholder has not sought to include in the
Company's proxy statement. The Rule provides that if a proponent of a proposal
fails to notify the company at least 45 days prior to the month and day of
mailing of the prior year's proxy statement, management proxies will be allowed
to use their discretionary voting authority when the proposal is raised at the
meeting, without any discussion of the matter.
With respect to the Company's 2001 Annual Meeting of Shareholders, if the
Company is not provided notice of a shareholder proposal, which the shareholder
has not previously sought to include in the Company's proxy statement, by
August 8, 2001, the management proxies will be allowed to use their
discretionary authority as outlined above.
SOLICITATION
The Company will bear the cost of preparing, assembling and mailing the
proxy, Proxy Statement, Annual Report and other material which may be sent to
the stockholders in connection with this solicitation. Brokerage houses and
other custodians, nominees and fiduciaries may be requested to forward
soliciting material to the beneficial owners of stock, in which case they will
be reimbursed by the Company for their expenses in doing so. Proxies are being
solicited primarily by mail, but, in addition officers and regular employees of
the Company may solicit proxies personally, by telephone, by telegram or by
special letter.
The Board of Directors does not intend to present to the meeting any other
matter not referred to above and does not presently know of any matters that may
be presented to the meeting by others. However, if other matters come before the
meeting, it is the intent of the persons named in the enclosed proxy to vote the
proxy in accordance with their best judgment.
By Order of the Board of Directors
G&K SERVICES, INC.
[SIGNATURE]
Jeffrey L. Wright, SECRETARY
16
<PAGE>
APPENDIX A
G&K SERVICES, INC.
AUDIT COMMITTEE OF THE BOARD OF DIRECTORS
CHARTER
I. PURPOSE
The primary function of the Audit Committee is to assist the Board of
Directors of G&K Services in fulfilling its oversight responsibilities by
reviewing the financial reports and other financial information provided by
the Corporation to any governmental body or the public; the Corporation's
systems of internal controls regarding finance, accounting, legal
compliance, and ethics that management and the Board have established; and
the Corporation's auditing, accounting and financial reporting processes.
Consistent with this function, the Audit Committee should encourage
continuous improvement of, and should foster adherence to, the Corporation's
policies, procedures and practices at all levels. The Audit Committee's
primary duties and responsibilities are to:
- Serve as an independent and objective party to monitor the
Corporation's financial reporting process and internal control system.
- Review and appraise the audit efforts of the Corporation's independent
accountants and internal audit department.
- Provide an open avenue of communication among the independent
accountants, financial and senior management, the internal audit
department, and the Board of Directors.
II. COMPOSITION
The Audit Committee shall be comprised of three or more directors and
determined by the Board, each of whom shall be independent directors, and
free from any relationship that, in the opinion of the Board, would
interfere with the exercise of his or her independent judgment as a member
of the Committee. All members of the Committee should have a working
familiarity with basic finance and accounting practices, and at least one
member of the Committee should have accounting or related financial
management expertise.
The members of the Committee and Chair of the Committee shall be elected
by the Board at the annual organizational meeting of the Board or until
their successors shall be duly elected and qualified.
III. MEETINGS
The Committee shall meet at least three times annually, or more
frequently as circumstances dictate. As required, the Committee should meet
with management, the director of internal audit and the independent
accountants in separate executive sessions to discuss any matters that the
Committee or each of these groups believe should be discussed privately.
IV. RESPONSIBILITIES AND DUTIES
To fulfill its responsibilities and duties, the Audit Committee is
expected to:
1. Provide an open avenue of communication between management, the
internal audit department, the independent accountant, and the Board
of Directors.
2. Review annually and update, if necessary, the Committee's charter.
<PAGE>
3. Recommend to the Board of Directors the independent accountants to be
nominated, review the compensation of the independent accountant, and
review and approve the discharge of the independent accountants.
4. Confirm and assure the independence of the internal audit function
and the independent accountant, including a prior review and approval
of management consulting services and related fees provided by the
independent accountant.
5. Consider, in consultation with the independent accountant, the audit
scope and plan of the independent accountant.
6. Consider and review with the independent accountant and the director
of internal audit:
(a) The adequacy of the Corporation's internal controls, including
computerized information system controls and security.
(b) Any related significant findings and recommendations of the
independent accountant together with management's responses
thereto.
7. Review with management and the independent accountant at the
completion of the annual examination:
(a) The Corporation's financial statements and related footnotes.
(b) The independent accountant's audit of the financial statements
and his or her report thereon.
(c) Any significant changes required in the independent accountant's
audit plan.
(d) Any serious difficulties or disputes with management encountered
during the course of the audit.
(e) Other matters related to the conduct of the audit, which are to
be communicated to the Committee under generally accepted
auditing standards.
8. Consider and review with management and the director of internal
audit the results of internal audits completed, including:
(a) Significant findings during the year and management's response
thereto.
(b) Any difficulties encountered in the course of their audits,
including any restrictions on the scope of their work or access
to required information.
(c) Any changes required in the planned scope of their audit plan.
(d) The internal audit department charter.
9. As required, review with management and the independent accountant,
the interim financial results that are filed with the SEC or other
regulators.
10. Review and approve (with the concurrence of a majority of the
disinterested directors of the Company) any transactions with
affiliated parties.
11. Report Committee actions to the Board of Directors with such
recommendations as the Committee may deem appropriate.
12. The Committee will perform such other functions as required by law,
the Corporation's charter or bylaws, or the Board of Directors.
<PAGE>
[ PROXY CARD ]
G&K SERVICES, INC.
PROXY FOR ANNUAL MEETING OF STOCKHOLDERS
OCTOBER 26, 2000
The undersigned, a shareholder of G&K Services, Inc., hereby appoints
Richard Fink and Jeffrey L. Wright, and each of them, as proxies, with full
power of substitution, to vote on behalf of the undersigned the number of shares
which the undersigned is then entitled to vote, at the Annual Meeting of
Stockholders of G&K Services, Inc. to be held at The Hilton Minneapolis &
Towers, 1001 Marquette Avenue South, Minneapolis, Minnesota, 55403, at 10:00
a.m. prevailing Minneapolis time, on Thursday, October 26, 2000, and at any and
all adjournments thereof, with all the powers which the undersigned would
possess if personally present, upon:
(1) Election of Directors:
FOR all nominees WITHHOLD AUTHORITY
(except as marked to to vote for all nominees
the contrary below) listed below
PAUL BASZUCKI RICHARD FINK WAYNE M. FORTUN DONALD W. GOLDFUS
WILLIAM HOPE THOMAS MOBERLY BERNARD SWEET D.R. VERDOORN
INSTRUCTION: To withhold authority to vote for any individual nominee,
write that nominee's name on the space provided below:
--------------------------------------------------------------
(2) Proposal to ratify the appointment of Arthur Andersen LLP, Certified
Public Accountants, as independent auditors of the Company for fiscal
2001.
FOR AGAINST ABSTAIN
(3) Upon such other business as may properly come before the meeting or any
adjournments thereof.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR ALL NOMINEES AND
FOR RATIFICATION OF THE APPOINTMENT OF AUDITORS.
(Continued, and TO BE COMPLETED AND SIGNED, on the reverse side)
<PAGE>
(Continued from other side)
The undersigned hereby revokes all previous proxies relating to the
shares covered hereby and acknowledges receipt of the Notice and Proxy Statement
relating to the Annual Meeting of Stockholders.
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS. When
properly executed, this proxy will be voted on the proposals set forth herein as
directed by the shareholder, but if no direction is made in the space provided,
this proxy will be voted FOR the election of all nominees for director and FOR
ratification of the appointment of auditors.
Dated _______________________, 2000
x
------------------------------------
x
------------------------------------
(Shareholder must sign exactly as the
name appears at left. When signed as
a corporate officer, executor,
administrator, trustee, guardian,
etc., please give full title as such.
Both joint tenants must sign.)
